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EBITDA Breach of Contract

Stikeman Elliott LLP

Choose Your Words Carefully: Three Recent Earnout Cases Under Delaware Law

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When the prospects of an acquired business are uncertain, an earnout can bridge the valuation gap between buyer and seller and help get the deal done. Taking this route is not without risk, however, particularly where...more

McGuireWoods LLP

Court Applies Purchase Price Multiple to Determine Damages in Post-Acquisition Dispute

McGuireWoods LLP on

On Oct. 13, 2023, a New York federal court held that sellers who breached representations made in an asset purchase agreement were liable to the buyer for damages calculated using an implied purchase price multiple from the...more

Woodruff Sawyer

R&W Claims 101: Types of Loss

Woodruff Sawyer on

There’s been a breach in your mergers and acquisitions (M&A) agreement—you suspect the seller misrepresented something. If you had the foresight to purchase reps and warranties insurance, you can now file a claim to recover...more

Morris James LLP

Court Of Chancery Applies Limitations Outside Of Arbitration

Morris James LLP on

HBMA Holdings LLC v. LSF9 Stardust Holdings LLC, C.A. 12806-VCMR (December 8, 2017) - This decision illustrates the dangers of not following the limited contractual time to file a dispute and instead relying on an...more

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